The acceptance period for the MFE takeover bid for 44.31% of Mediaset España is extended until June 28

MADRID, 30 May. (EUROPA PRESS) -

The acceptance period for the voluntary takeover bid (OPA) launched by MFE-Mediaforeurope for 44.31% of Mediaset España runs from this Monday, May 30, until June 28, as reported by the Commission National Securities Market (CNMV).

Specifically, the takeover bid, admitted for processing on April 29, is aimed at 100% of the capital of Mediaset España, although 174,402,720 shares representing 55.69% of the capital that belong directly and indirectly are excluded from it. to the offeror and are immobilized, for which it effectively extends to 138,763,424 shares of the Spanish subsidiary of Mediaset, representing 44.31% of its share capital.

The consideration is mixed and consists of the exchange of 624,435,408 newly issued A shares of MFE-Mediaforeurope and the payment of just over 258 million euros for said percentage of the capital of the company chaired by Borja Prado. This is equivalent to 9 newly issued A shares of the offeror and 3.72 euros for every 2 shares of Mediaset España, under the terms that appear in the offer prospectus.

Said consideration has been set by MFE-Mediaforeurope in accordance with the Royal Decree on the OPAs regime and has not been submitted to its consideration as a fair price for the purposes of article 130 of the consolidated text of the Securities Market Law and article 9 of the aforementioned Decree.

The effectiveness of the offer is conditional on the acceptance of at least 66.15% of the shares to which the offer is directed (29.31% of the capital of Mediaset España). The fulfillment of this condition supposes for MFE to increase its participation from 55.69% to 85% of the capital, at least.

In guarantee of the operation, the bidder has presented five guarantees for a total of 258.3 million euros issued by Unicredit, Intesa Sanpaolo branch in Spain, BNP Paribas branch in Italy and CaixaBank, (51.66 million euros each) for the cash portion of the price.

Likewise, the MFE capital increase agreement was presented for a maximum of 624,435,408 MFE A shares to be delivered to the acceptors of the offer, approved at the extraordinary general meeting held on April 27.

The offeror declares in the prospectus that if the requirements of the legislation on takeover bids are met, it will demand the forced sale, which will entail the exclusion of Mediaset España. In this case, MFE will request the admission to the Spanish stock markets of the A shares.

If the squeeze-out requirements are not met, Mediaset España shares will remain on the stock market. Within a period of not less than 6 months, MFE does not rule out a merger operation through absorption by MFE of Mediaset España that would lead to its extinction and exclusion. In that case, MFE will request the admission of the A shares to the Spanish stock exchanges.

With regard to the issuance of A shares, MFE will not issue any prospectus and will publish separately on its website, at the time of the authorization of the offer by the CNMV, a document with the information marked by the regulations since it has been accepted the brochure exemption contained in the European Regulation.